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<br /> NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OFANY may in its sole discretion exercise any or all of the following remedies
<br /> in addi-
<br /> KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY ADJUSTMENT tion to any other remedies existing under law or in equity:
<br /> THERETO, OR BY AN INTERRUPTION OF SERVICE OR LOSS OF USE THERE-
<br /> OF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATSOEVER OR FOR (1 ) Accelerate all payments remaining due for the entire term of this
<br /> CONSEQUENTIAL OR ANY INCIDENTAL DAMAGES HOWSOEVER CAUSED. Agreement, and enforce this Agreement by appropriate action to col-
<br /> LESSOR MAKES NO REPRESENTATION OR WARRANTY EXPRESS OR lett from general revenues of Lessee not arising from ad valorem tax-
<br /> IMPLIED AS TO THE EQUIPMENT, ITS FITNESS FOR ANY PARTICULAR PUR- ation and which are otherwise legally available therefore amounts
<br /> POSE, ITS MERCHANTABILITY OR ANY OTHER MATTER, NOR SHALL ANY due or to become due hereunder, by acceleration or otherwise.
<br /> SUCH REPRESENTATION OF WARRANTY BY THE SELLER TO THE LESSEE (2) Terminate this Agreement, in which event, upon demand by Lessor the
<br /> BE BINDING ON THE LESSOR NOR SHALL ANY SUCH BREACH RELIEVE following procedure (the "Remedy Procedures") shall apply:
<br /> LESSEE OF OR IN ANY WAY REDUCE ANY OF THE LESSEE'S OBLIGATIONS
<br /> TO LESSOR AS SET FORTH HEREIN. THIS DISCLAIMER OF REPRESENTA- (a) LESSEE RIGHT OF DISPOSITION. Lessee shall ( i) immediately
<br /> TIONS AND WARRANTIES AND LIMITATION OF LIABILITY SHALL APPLY cease any use of the Property and cause the Property to be stored
<br /> WITH EQUAL FORCE AND EFFECT TO ANY CLAIMS OF ANY THIRD PARTY in an appropriate place, ( ii) use its best efforts at Lessee's
<br /> AGAINST LESSOR OR LESSOR 'S ASSIGNEE. If the Equipment is not properly expense to dispose of the Property within 60 days from receipt
<br /> of
<br /> installed, does not operate as represented or warranted by Seller or is unsatisfactory such written demand for an amount which shall approximate
<br /> the
<br /> for any reason, Lessee shall make any claim or account thereof solely against the equipment's "Fair Market Value" (as defined hereafter)
<br />as deter-
<br /> Seller and shall nevertheless pay Lessor all rent payable under this lease. No repre- mined by a qualified appraiser. The proceeds from
<br /> the sale of the
<br /> sentation or warranty as to the Equipment or any other matter by the Seller or manu- equipment shall be forwarded directly to Lessor
<br />and applied to the
<br /> facturer to the Lessee shall be binding on the Lessor nor shall any breach by the Balance Due Lessor. If the proceeds are less than the
<br /> Balance
<br /> Seller or manufacturer relieve Lessee of, or in any way reduce, any of the Lessee's Due Lessor, the lessee shall pay the deficiency to
<br /> Lessor. If the
<br /> obligations to the Lessor as set forth herein. Lessor hereby assigns to Lessee, solely proceeds exceed Balance Due Lessor, Lessee shall
<br /> keep the
<br /> for the purpose of making and prosecuting any such claim, any rights it may have overage.
<br /> against the Seller for breach of warranty or representation respecting the Equipment. (b) DELIVERY TO LESSOR . if Lessee fails or refuses
<br /> to dispose of
<br /> Lessee understands and agrees that neither the Seller nor any agent of the Seller is the Property within that 60 day period , the Lessee
<br /> shall , at its
<br /> an agent of Lessor and that neither the Seller nor its agent is authorized to waive or expense, cause possession of the Property together
<br /> with all docu-
<br /> alter any term or condition of this lease. ments necessary to transfer legal and beneficial title thereto and
<br /> 11 . TERMINATION FOR GOVERNMENTAL NON-APPROPRIATIONS. possession thereof to Lessor and to evidence the termination of all
<br /> Lessee is a bona fide governmental entity of the State of Florida with Lessee's fiscal of Lessee's interest in the Property to be
<br /> delivered at Lessor's
<br /> year ending on of each calendar year. If Lessee does not direction consistent with the terms hereof. Lessor may then dis-
<br /> appropriate sufficient funds to continue making the payments required under this pose of Property and the proceeds from the sale of the
<br /> Property
<br /> agreement for any of Lessee's fiscal years subsequent to the one in which the shall be applied to the Balance Due Lessor. If the
<br />proceeds are
<br /> Agreement is executed and entered into, then this Agreement shall be terminated less than the Balance Due Lessor, the Lessee shall
<br /> pay the defi-
<br /> effective upon expiration of the fiscal year in which sufficient funds to continue satis- ciency to Lessor.
<br /> faction of Lessee's obligation under this Agreement were last appropriated by Lessee The term "Balance Due Lessor" shall mean the sum
<br />of all pay
<br /> and Lessee shall not, in this sole event, be obligated to make any further rental pay- ments remaining due for the entire term of
<br />this Agreement.
<br /> ments due beyond said fiscal year. Lessee warrants that the necessary funds shall
<br /> have been appropriated for all of the Property for Lessee's fiscal year during which the (c) Notwithstanding a return of the Property to the
<br /> Lessor hereunder,
<br /> execution by Lessee of this Agreement occurred. Lessee shall give Lessor immediate Lessee shall remain liable to Lessor for any damages caused
<br /> Lessor as a result
<br /> notice of Lessee's intent to terminate this Lease under this Section 11 which notice of any breach of the provisions of this Agreement relating
<br /> to matters other than
<br /> shall contain the termination date (which shall be the end of the last of Lessee's fiscal rent payments; provided , however, that Lessor may recover
<br /> any such amounts
<br /> year for which appropriation for the Property were made) and shall advise the Lessor only from general revenues of Lessee which do not arise
<br /> from ad valorem taxes
<br /> of the location or locations where the Equipment may be found on the Termination and are otherwise legally available therefor, to the extent
<br />available.
<br /> Date. In the event of an early termination of this Agreement under this Section, all
<br /> obligations of the Lessee to make rental payments which would otherwise be due 13. TERMINATION PROCEDURE. Lessee shall, upon any termination
<br /> hereof
<br /> hereunder after the termination Date shall cease and the Termination Procedure (see Pursuant e Paragraph 11 hereof deliver the Property to Lessor
<br /> unencumbered
<br /> and certified
<br /> Section 13 hereof entitled "Termination") shall apply to the Property as to which this d in writing by a factory trained technician , qualified
<br /> on the equipment
<br /> Agreement is terminated. Lessee agrees: (i) not to terminate this Agreement under under lease, a be in r least as good condition and
<br />repair as when delivered tto
<br /> o
<br /> this Section 11 if any funds are appropriated to it for the fiscal year next succeedingLessee, ordinary wear and tear resulting from proper use alone
<br /> excepted,the
<br /> the fiscal year of termination, for either a the acquisition, b fPr the Property, to Lessee's sole expense , on such carrier, or
<br />delivering the
<br /> ! O q . ( y purchase or lease) of
<br /> other functionally4imitar equipment or (b) the procurement of services from a third Property to such location, as Lessor shall provide or designate
<br /> s or within a rea-
<br /> sonable distance from the general location of the Property. If Lessee fails to deliv-
<br /> party, which seances ire fun de inetheb - ess ey the utilization of the Property by the er the Property to Lessor, as provided in this
<br />Paragraph 13, on or before the date
<br /> Lessee, (ii) to express)�?rfclude u�thetessee's proposed budge`f appropriations each
<br /> entry for payments due• under thisAgreement, And ;jiii) to comply with all other of termination of this Agreement, Lessee shall pay to Lessor upon
<br /> demand , for
<br /> covenants and representations, as set forth in paragraph 3 above. Lessee agrees that the period from the date of termination of this Agreement
<br /> to the date Lessor either
<br /> due to the natur� of the equfprtieGit 'which is thau�jject bf this lease, compliance by obtains possession of the Property or collects the Balance
<br /> Due Lessor, monthly
<br /> Lessee with this hon-substitution clause, will not impose a penalty or undue hardship rental in the amount set forth in lease payments.
<br /> upon Lessee and will not materially affect'Leslee's ability to perform its public functions. In the event Lessor is entitled under the provisions of this
<br /> Lease to obtain possession
<br /> of the Property due to a voluntary relinquishment thereof by Lessee, Lessee agrees
<br /> 12. DEFAULT ANb LESSOR'S REMEDIES. to (i) fully cooperate with Lessor in all respects in effecting a timely and orderly rede-
<br /> (a) The livery of the Property to Lessor, (ii) at Lessee's expense to assemble and appropri-
<br /> oUrrence of one`or more of the.(ollowiI events shall constitute
<br /> an Event of Detately package the Property for shipment and to make the Property so assembled and
<br /> �ult{;�vhether pccuaing voluntarily;Ar jnvoluntarily, by operation
<br /> of law or pursuant to any order of any court or governmental agency. packaged available at one or more locations within the State of
<br /> Florida, arranging
<br /> with Lessor a convenient time for Lessor's pickup of that Property; (iii) execute and
<br /> (1 ) Lessee's failure to make any payment hereunder when due; deliver to Lessor, or at Lessor's directions, all documents necessary
<br /> to transfer legal
<br /> and beneficial title to the Property in possession thereof to Lessor and to evidence
<br /> (2) Lessee's failure to comply with any other covenant, condition or agree- the termination of all of Lessee's interests in the Property.
<br /> ment of Lessee hereunder for a period of ten ( 10) days after notice in
<br /> writing thereof; 14. ASSIGNMENT AND SUBLEASE.
<br /> (3) Any representation or warranty made by Lessee hereunder shall be (a) Without the prior written consent of Lessor, Lessee
<br /> shall not ( i ) assign ,
<br /> untrue in any material respect as of the date made ; transfer, pledge or hypothecate or otherwise dispose of this Agreement,- the
<br /> Property, or any part thereof or any interest thereof, (ii ) sublet the Property or
<br /> (4) Lessee shall make, permit or suffer any unauthorized assignment, any part thereof, or (iii) permit the Property to be used
<br />for any purpose not per-
<br /> transfer or other disposition of this agreement or any interest herein , mitted by Paragraph 4 hereof.
<br /> or any part of the Property or any interest therein ;
<br /> (b) Lessor shall be entitled with or without notice to , or the consent of,
<br /> (5) Lessee becomes insolvent or admits in writing its inability to pay its Lessee to sell , assign or transfer all or any part of
<br /> its right, title and interest in,
<br /> debts as they mature or applies for, consents to , or acquiesces in the to and under this Agreement (including, without limitation
<br />, those with respect to
<br /> appointment of a trustee, receiver or custodian for the Lessee or sub- the Property and all payments of any kind due or which
<br />are to become due to
<br /> stantial part of its property, or in the absence of such application , con- Lessor hereunder) and any such purchaser(s), assignee(s)
<br /> or transferee(s) shall
<br /> sent or acquiescence , a trustee, receiver or custodian is appointed for thereafter (jointly, if more than one) be deemed to be
<br /> the Lessor hereunder,
<br /> Lessee or a substantial part of its Property and is not discharged with- except that Lessor and Lessee agree and acknowledge
<br /> that any such purchas-
<br /> in sixty (60) days ; or any bankruptcy or insolvency law, or any dissolu- er(s) , assignee(s) or transferee(s) will have made
<br /> no representation or warranty,
<br /> tion or liquidation proceeding, is instituted by or against Lessee and , if and therefore will assume no obligation, with respect
<br /> to the title, merchantability,
<br /> instituted against Lessee, is consented to or acquiesced in by Lessee condition , quality or fitness of the Property for any particular
<br /> purpose , or for the
<br /> or is not dismissed within 60 days. enforcement of any warranties or service agreement made or assigned to
<br /> (b) Upon the occurrence of any Event of Default specified herein Lessor Lessee by the initial Lessor names herein . Upon Lessee's
<br /> receipt of written
<br />
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